##### 



Exhibit 10.12
 NINTH AMENDMENT TO THE
Giant Industries, Inc. & Affiliated Companies 401(k) Plan
 WHEREAS Giant Industries, Inc. & Affiliated Companies 401(k) Plan for Retirement SM
 WHEREAS Giant Yorktown 401(k) Retirement Savings Plan for Retirement SM
 WHEREAS for Retirement SM
 NOW THEREFORE




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IN WITNESS WHEREOF the Employer th
 GIANT INDUSTRIES, INC.By:       /s/ Natalie R. DoppTitle:      VP, Human Resources




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SM
   
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.




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(Only if Option 1.07(a), Deferral Contributions, is checked)
 þ Basic Matching Employer Contributions
 (1)
    
    o
    
    Non-Discretionary Matching Employer Contributions The Employer
shall make a basic Matching Employer Contribution on behalf of each Participant
in an amount equal to the following percentage of a Participants Deferral
Contributions during the Contribution Period (check (A) or (B) and, if
applicable, (C)):
 Note:
 o
 o
 
 
 
 Note:
 o
 (i)
    
    o
    
    Deferral Contributions in excess of
% of the Participants Compensation for the period in
question shall not be considered for non-discretionary Matching
Employer Contributions.
 Note:
 (ii)
    
    o
    
    Matching Employer Contributions for
each Participant for each Plan Year shall be limited to $.
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.1




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(2
    )
    
    þ
    
    Discretionary Matching Employer Contributions The
Employer may make a basic Matching Employer Contribution on behalf of each
Participant in an amount equal to the percentage declared for the Contribution
Period, if any, by a Board of Directors Resolution (or by a Letter of Intent
for a sole proprietor or partnership) of the Deferral Contributions made by each
Participant during the Contribution Period. The Board of Directors Resolution
(or Letter of Intent, if applicable) may limit the Deferral Contributions
matched to a specified percentage of Compensation or limit the amount of the
match to a specified dollar amount.
 (A)
    
    o
    
    4% Limitation on Discretionary Matching Employer
Contributions for Deemed Satisfaction of ACP Test  In no event may the
dollar amount of the discretionary Matching Employer Contribution made on
a Participants behalf for the Plan Year exceed 4% of the Participants
Compensation for the Plan Year. (Only if Option 1.11(a)(3), Safe Harbor
Formula, with respect to Nonelective Employer Contributions is checked.)
 (3
    )
    
    o
    
    Safe Harbor Matching Employer Contributions Effective only for
Plan Years beginning on or after January 1, 1999, if the Employer elects one of
the safe harbor formula Options provided in the Safe Harbor Matching Employer
Contribution Addendum to the Adoption Agreement and provides written notice each
Plan Year to all Active Participants of their rights and obligations under the
Plan, the Plan shall be deemed to satisfy the ADP test and, under certain
circumstances, the ACP test.
 (b)
    
    o
    
    Additional Matching Employer Contributions- The Employer may at Plan Year end
make an additional Matching Employer Contribution equal to a percentage declared by the
Employer, through a Board of Directors Resolution (or by a Letter of Intent for a sole
proprietor or partnership), of the Deferral Contributions made by each Participant
during the Plan Year. (Only if Option 1.10(a)(1) or (3) is checked.)The Board of
Directors Resolution (or Letter of Intent, if applicable) may limit the Deferral
Contributions matched to a specified percentage of Compensation or limit the amount of
the match to a specified dollar amount.
 (1
    )
    
    o
    
    4% Limitation on Additional Matching Employer Contributions for
Deemed Satisfaction of ACP Test- In no event may the dollar amount of the
additional Matching Employer Contribution made on a Participants behalf for the
Plan Year exceed 4% of the Participants Compensation for the Plan Year. (Only
if Option 1.10(a) (3), Safe Harbor Matching Employer Contributions, or Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)
 Note:
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.2




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(c)
    
    Contribution Period for Matching Employer Contributions- The Contribution
Period for purposes of calculating the amount of basic Matching Employer Contributions
described in Subsection 1.10(a) is:
 (1
    )
    
    o
    
    each calendar month.(2
    )
    
    o
    
    each Plan Year quarter.(3
    )
    
    o
    
    each Plan Year.(4
    )
    
    þ
    
    each payroll period.
  (d)
    
    Continuing Eligibility Requirement(s)- A Participant who makes Deferral
Contributions during a Contribution Period shall only be entitled to receive Matching
Employer Contributions under Section 1.10 for that Contribution Period if the
Participant satisfies the following requirement(s) (Check the appropriate box(es).
Options (3) and (4) may not be elected together; Option (5) may not be elected with
Option (2), (3), or (4); Options (2), (3), (4), (5),and (7) may not be elected with
respect to basic Matching Employer Contributions if Option 1.10(a)(3), Safe Harbor
Matching Employer Contributions, is checked):
 (1
    )
    
    þ
    
    No requirements.(2
    )
    
    o
    
    Is employed by the Employer or a Related Employer on the last day of the
Contribution Period.(3
    )
    
    o
    
    Earns at least 501 Hours of Service during the Plan Year. (Only
if the Contribution Period is the Plan Year.)(4
    )
    
    o
    
    Earns at least 1,000 Hours of Service during the Plan Year. (Only
if the Contribution Period is the Plan Year.)(5
    )
    
    o
    
    Either earns at least 501 Hours of Service during the Plan Year
or is employed by the Employer or a Related Employer on the last day of the Plan
Year. (Only if the Contribution Period is the Plan Year.)(6
    )
    
    o
    
    Is not a Highly Compensated Employee for the Plan Year.(7
    )
    
    o
    
    Is not a partner or a member of the Employer, if the Employer is
a partnership or an entity taxed as a partnership.(8
    )
    
    o
    
    Special continuing eligibility requirement(s) for additional
Matching Employer Contributions. (Only if Option 1.10(b), Additional Matching
Employer Contributions, is checked.)
 (A)
    
    The continuing eligibility requirement(s) for
additional Matching Employer Contributions is/are: (Fill in number of
applicable eligibility requirement(s) from above.)
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.3




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Note
 (e)
    
    þ
    
    Qualified Matching Employer Contributions- Prior to making any
Matching Employer Contribution hereunder (other than a safe harbor Matching Employer
Contribution), the Employer may designate all or a portion of such Matching Employer
Contribution as a Qualified Matching Employer Contribution that may be used to satisfy
the ADP test on Deferral Contributions and excluded in applying the ACP test on
Employee and Matching Employer Contributions. Unless the additional eligibility
requirement is selected below, Qualified Matching Employer Contributions shall be
allocated to all Participants who meet the continuing eligibility requirement(s)
described in Subsection 1.10(d) above for the type of Matching Employer Contribution
being characterized as a Qualified Matching Employer Contribution.
 (1
    )
    
    o
    
    To receive an allocation of Qualified Matching Employer
Contributions a Participant must also be a Non-Highly Compensated Employee for
the Plan Year.
 Note: not
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.4




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AMENDMENT EXECUTION PACE
   Section Amended
    
    Page
    
    Effective Date1.10
    
    
    
    01/01/2006EGTRRA Addendum
    
    
    
    01/01/2006
  Employer: Giant Industries, Inc.
    
    
    
    Employer:By:
    
    /s/ Natalie R. Dopp
    
    
    
    By:Title:                VP, Human Resources
    
    
    
    Title:Accepted by:Fidelity Management trust Company, as TrusteeBy:
    
    
    
    
    
    Date:Title:
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.5




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THE CORPORATEPLAN FOR RETIREMENT SM (PROFIT SHARING/401(K) PLAN)
 ADDENDUM TO ADOPTION AGREEMENT
 FIDELITY BASIC PLAN DOCUMENT No. 02
 RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)
AMENDMENTS for
 Plan Name: Giant Industries, Inc. & Affiliated Companies 401(k) Plan
 PREAMBLE
 Adoption and Effective Date of Amendment
 Supersession of Inconsistent Provisions
 (a)
    
    Catch-up Contributions.The Employer must select either (1) or (2) below to indicate whether
eligible Participants age 50 or older by the end of a calendar year will be permitted to make
catch-up contributions to the Plan, as described in Section 5.03(b)(1):
 (1
    )
    
    þ
    
    Catch-up contributions shall apply effective January 1,
2002, unless a later effective date is specified herein.
.(2
    )
    
    o

    Catch-up contributions shall not apply.Note:The Employer must not select (a)(1) above unless all plans of all employers
treated, with the Employer, as a single employer under subsections (b), (c), (m), or (o) of
Code Section 414 also permit catch up contributions (except a plan maintained by the
Employer that is qualified under Puerto Rico law), as provided in Code Section 414(v)(4) and
IRS guidance issued thereunder. The effective date applicable to catch-up contributions must
likewise be consistent among all plans described immediately above, to the extent required
in Code Section 414(v)(4) and IRS guidance issued thereunder.(b)
    
    Plan Limit on Elective Deferral for Plans Permitting Catch-up Contributions.This Section (b)
is inapplicable if the Plan converted to this Fidelity document from any other document
effective after April 1, 2002.For Plans that permit catch-up contributions beginning on or before April 1, 2002, pursuant
to (a)(1) above, the 60% Plan Limit described in Section 5.03(b)(2) shall apply beginning
April 1, 2002, unless (b)(1) or (b)(2) is selected below. For Plans that permit catch up
contributions beginning after April 1, 2002, pursuant to (a)(l) above, the Plan Limit set
out in Section 1.07(a)(1) shall continue to apply unless and until the Employers election
in (b)(2) below, if any, provides for a change in the Plan Limit.(1
    )
    
    o
    
    The Plan Limit set out in Section l.07(a)(1) shall continue to apply on and after April 1,
2002.(2
    )
    
    o
    
    The Plan Limit set out in Section l.07(a)(1) shall continue to apply until
(cannot be before April 1, 2002), and the Plan Limit after that date shall be
% of Compensation each payroll period.
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.1




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(c)
    
    Matching Employer Contributions on Catch-up Contributions.The Employer must select the box
below only if the Employer selected (a)(l) above, and the Employer wants to provide Matching
Employer Contributions on catch-up contributions. In that event, the same rules that apply to
Matching Employer Contributions on Deferral Contributions other than catch-up contributions
will apply to Matching Employer Contributions on catch-up contributions.
 o
    
    Notwithstanding anything in 2.01(1) to the contrary, Matching Employer Contributions
under Section 1.10 shall apply to catch-up contributions described in Section
5.03(b)(l).
 (d)
    
    Vesting of Matching EmployerContributions.Complete this section (d) only if the vesting
schedule for Matching Employer Contributions under the Plan must be amended to comply with
EGTRRA. This is the case if, in the absence of an amendment, the vesting schedule for Matching
Employer Contributions would not be at least as rapid as Three-Year Cliff or Six-Year Graded
Vesting, effective for Participants with at least one Hour of Service on or after the first
Plan Year beginning after December 31, 2001, subject to the rule described in (2) below.
Complete (d)(1) to specify the new vesting schedule; any vesting schedule changes must conform
to the requirements of Section 16.04 of the Plan. Only complete (d)(2) if your Plan is
maintained pursuant to a collective bargaining agreement ratified by June 7, 2001. Complete
(d)(3) if the Employer wants to apply the vesting schedule selected in (d)(l) to only the
portion of a Participants accrued benefits derived from Matching Employer Contributions for
Plan Years beginning after December 31, 2001.
 (1)
    
    Vesting Schedule for Matching Employer Contributions.Unless the Employer
checks the box in (d)(3) of this EGTRRA Amendments Addendum, the Vesting Schedule set
forth below shall apply to all accrued benefits derived from Matching Employer
Contributions for Participants who complete an Hour of Service under the Plan in a Plan
Year beginning after December 31, 2001, regardless of the Plan Year for which such
contributions are made, subject to the Employers election of a later effective date as
indicated in (d)(2) below:
 o

    
    100% Vesting immediatelyo
    
    3-Year Cliff (see C below)o

    
    6-Year Graded (see E below)o

    
    Other Vesting Schedule (complete G3 below, but must be at least as favorable as either C or E)
 Applicable Vesting Schedule
 Years ofVesting Schedule
    
    C
    
    E
    
    G30
    
    
    0
    %
    
    
    0
    %
    
    
    
    %1
    
    
    0
    %
    
    
    0
    %
    
    
    
    %2
    
    
    0
    %
    
    
    20
    %
    
    
    
    %3
    
    
    100
    %
    
    
    40
    %
    
    
    
    %4
    
    
    100
    %
    
    
    60
    %
    
    
    
    %5
    
    
    100
    %
    
    
    80
    %
    
    
    
    %6 or more
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 (2)
    
    Delayed Effective Date for Plans Subject to Collective Bargaining.If the plan
is maintained pursuant to one or more collective bargaining agreements ratified by June
7, 2001, the effective date for faster vesting of Matching Employer Contributions for
Participants covered by such a collective bargaining agreement can be delayed by
checking the box below and inserting the effective date, which is the first day of the
first Plan Year beginning on or after the earlier of (i) January 1, 2006, or (ii) the
later of the date on which the last of the collective bargaining agreements described
above terminates (without regard to any extension on or after June 7, 2001), or January
1, 2002.
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.2




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o

    
    The vesting schedule elected by the Employer in (d)( I) above shall apply to
those Participants covered by a collective bargaining agreement(s) ratified by
June 7. 2001. who have at east one Hour of Service on or after ___. Unless the
Employer selects the box in (d)(3) below, the vesting schedule selected in
(d)(1) above shall apply to the entire accrued benefit derived from Matching
Employer Contributions of such Participants with an Hour of Service in a Plan
Year beginning on or after the date specified herein. For all other
Participants, the vesting schedule shall apply as of the date and in the
manner described in (d)(l) and, where applicable, (d)(3).
 (3)
    
    Grandfathered Application of Prior Vesting Schedule.The Employer must check
the box below only if the Employer wants to grandfather an existing vesting schedule
and apply the vesting schedule that the Employer selected in (d)(1) above to only that
portion of a Participants accrued benefit derived from Matching Employer Contributions
for Plan Years beginning after December 31, 2001, (and/or for Plan Years beginning on
or after the date specified in (d)(2), for any Participants subject to (d)(2), if
selected by the Employer).
 o

    
    The Vesting Schedule in (d)(l) above shall apply only to the portion of a
Participants accrued benefits derived from Matching Employer Contributions
under the Plan in a Plan Year beginning after December 31, 2001, or such later
date applicable to the Participant if specified in (d)(2) above.
 (e)
    
    Rollovers of After-Tax Employee Contributions to the Plan.The Employer must mark the box
below only if the Employer does not want the Plan to accept Participant Rollover
Contributions of qualified plan after-tax employee contributions, as described in Section
5.06, which would otherwise be effective for distributions after December 31, 2001:
 o

    
    Participant Rollover Contributions or direct rollovers of qualified plan after-tax
employee contributionsshall not be accepted by the Plan at any time.
 (f)
    
    Application of the Same Desk Rule.The Employer must mark the box below only if the Employer
wants to discontinue the application of the same desk rule set forth in Section 12.01(a).
 R
    
    Effective for distributions from the Plan after December 31, 2001, or such later
date as specified herein 01/01/2002, a Participants elective deferrals,
qualified nonelective contributions and qualified matching contributions, if
applicable, and earnings attributable to such amounts shall be distributable, upon a
severance from employment as described in Section 12.01(b), effective only for
severances occurring after (or, if no date is entered, regardless of when
the severance occurred).
 Plan Number: 40292The CORPORATEplan for RetirementSM
    
    
    
    
    
    Non-Std PS Plan10/09/2003© 2003 FMR Corp.All rights reserved.3




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Title:  Description:
 Fee Waived
  Title:  Description:
 Fee Waived
  Title:  Description:
 Fee Waived
   Plan #40292
    
    CPR Service




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Title:  Description:
 Fee Waived
  Title:  Description:
 Fee Waived
  Title:
 Fee Waived
  Title:  Description:
 Fee Waived
   Plan #40292
    
    CPR Service




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Title:  Description:
 Fee Waived
  Title:  Description:
 Fee Waived
  Title:  Description:
 Fee Waived
 Title:  Description:
 Fee Waived
 Plan #40292
    
    CPR Service




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Title:  Description:
 Fee Waived
 Title:  Description:
 Fee Waived
 Plan #40292
    
    CPR Service




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SM
 SM SM SM SM




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OriginalService Agreement
    
    Effective Date
    
    Revision Date(s)Articles I and IIAppendix A  Investment Schedule and ServicesAppendix B  Enrollment and Education ServicesAppendix C  Contribution Processing ServicesAppendix D  Loan and Withdrawal ServicesAppendix E  Compliance ServicesAppendix F  Miscellaneous Additional Services
    
    01/01/1996
    
    01/01/2006
  Employer:
    
    Employer:/s/ Natalie R. Dopp(Signature)
    
    (Signature)Natalie R. Dopp(Print Name)
    
    (Print Name)VP, Human Resources(Title)
    
    (Title)1/26/06(Date)
    
    (Date)
 Note:
    
    Only one authorized signature is required to execute this Agreement unless the Employers corporate policy
mandates two authorized signatures.
  (Signature)(Print Name)(Title)(Date)




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OriginalService Agreement
    
    Effective Date
    
    Revision Date(s)Articles I and IIAppendix A  Investment Schedule and ServicesAppendix B  Enrollment and Education ServicesAppendix C  Contribution Processing ServicesAppendix D  Loan and Withdrawal ServicesAppendix E  Compliance ServicesAppendix F  Miscellaneous Additional Services
    
    01/01/1996
    
    01/01/2006
  Employer:
    
    Employer:/s/ Natalie R. Dopp(Signature)
    
    (Signature)Natalie R. Dopp(Print Name)
    
    (Print Name)VP, Human Resources(Title)
    
    (Title)1/26/06(Date)
    
    (Date)
 Note:
    
    Only one authorized signature is required to execute this Agreement unless the Employers corporate policy
mandates two authorized signatures.
  (Signature)(Print Name)(Title)(Date)